1.
The Company and the Employee previously entered into that certain Change in
Control Retention Agreement, dated December 6, 2006 (the “Original Agreement”),
pursuant to which in consideration for the continued service by the Employee
to
the Company, the Company agreed to make a cash payment to Employee in the event
of any Change in Control (as defined in the Original Agreement) regarding the
Company, the amount of which is calculated based upon the Price Per Share (as
defined in the Original Agreement) of the Company’s equity securities purchased
by any buyer at the time of such Change in Control.

2.
The Company and the Employee desire to amend the Original Agreement in order
to
(i) extend the term of the Original Agreement to the date one year from the
date
of this Amendment and (ii) replace the calculation of the cash payment based
upon the Price Per Share with a one-time lump sum payment of $250,000 payable
in
accordance with the terms of the Original Agreement.

3.
In consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties agree as follows:

DEFINITIONS
AND TREATMENT OF
SHARES

Terms
Defined in the Original Agreement. Unless the context
otherwise requires or unless otherwise expressly defined herein, the terms
defined in the Original Agreement shall have the same meanings whenever used
in
this Amendment.

Term
of the
Original Agreement. Section 1 of the Original
Agreement is hereby deleted in its entirety and replaced with the following
new
Section 1:

1.Term
of
Agreement. The
term of this Agreement shall commence on December 6, 2006 and shall terminate
on
December 17, 2008, unless renewed or extended by the written agreement of the
parties hereto.

Section
6 of
the Original Agreement. Section 6 of the Original
Agreement is hereby deleted in its entirety and replaced with the following
new
Section 6:

6.Retention
Payment Upon Change In Control. If the Executive is in
the
employ of the Company on the date of a Change In Control that occurs during
the
term of this Agreement, or is in the employ of the Company at any time during
the one hundred twenty (120) day period preceding the execution by the Company
of a definitive agreement setting forth a transaction that ultimately closes
and
results in a Change In Control occurring during the term of this Agreement,
then
upon the consummation of such Change In Control, the Executive shall receive
a
retention payment in cash subject to required withholding, in the aggregate
amount of TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000.00 US, a “Retention
Payment”), provided, however, that no Retention Payment shall be paid to the
Executive if (a) the Executive voluntarily terminates his employment
relationship with the Company prior to the Change in Control, or (b) if the
Company terminates the employment of the Executive prior to the Change in
Control because the Executive is convicted of a felony.

Schedule
to
the Original Agreement. The
Schedule to the Original Agreement,
which is attached to and made a part of the Original Agreement, is hereby
deleted in its entirety, together with all references to such Schedule contained
elsewhere in the Original Agreement.

CONDITIONS
OF
EFFECTIVENESS

Effective
Date. This
Amendment is effective as of the date first above written upon the Company’s
receipt of a copy of this Amendment duly executed by the Employee.

MISCELLANEOUS

Ratification
of Agreements. The Original Agreement,
as
hereby amended, is hereby ratified and confirmed in all respects. Any
reference to the Original Amendment in any other document, instrument or
agreement is now a reference to such Original Agreement as hereby
amended.

Governing
Law. This
Amendment is governed by and construed in accordance with the laws of the State
of Texas,
without regard to its choice of law
provisions, in all respects, including construction, validity and
performance.

Counterparts. This
Amendment may be
separately executed in counterparts and by the different parties hereto in
separate counterparts, each of which when so executed constitutes one and the
same Amendment.

THIS
AMENDMENT AND THE ORIGINAL
AGREEMENT REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF
THE PARTIES.

[SIGNATURE
PAGE FOLLOWS]

IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.